Nanaz Mohtashami
HOLOGICAbout Nanaz Mohtashami
Independent director of Hologic (HOLX), age 47, serving since 2023. She is a Managing Director at Russell Reynolds Associates, UK Country Manager, and heads the firm’s global Med Tech, Devices & Diagnostics Practice, with deep experience in succession, leadership development, and team effectiveness. Education: BA and M.Eng. from Cambridge University; MBA from INSEAD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monitor Group | Strategy consultant | 13 years | Advised leading clients in the UK and globally on strategy |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Russell Reynolds Associates | Managing Director; UK Country Manager; Head of global Med Tech, Devices & Diagnostics Practice | Joined Nov 2013; MD since Jun 2018 | Leads executive and non-executive searches; succession planning, development, and team effectiveness across global medtech |
Board Governance
- Committee assignments: Compensation; Nominating & Corporate Governance .
- Chair trajectory: With Scott T. Garrett not standing for re‑election, Ms. Mohtashami is expected to be appointed Chair of the Compensation Committee (post-Annual Meeting) .
- Independence: Classified as independent; all Board committees consist solely of independent directors .
- Attendance and engagement: Board met five times in FY2024; each director attended at least 87% of Board and committee meetings; overall attendance ~99% . All nine directors nominated in 2024 attended the Annual Meeting .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
- Policy guardrails: Director time commitment policy adopted in Corporate Governance Guidelines; updated to include numerical limits for public company board seats . No hedging or pledging of Company securities permitted .
- Ownership alignment: Non‑employee directors must meet 5× annual cash retainer stock ownership within five years; all subject for five years have met/exceeded .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Membership Fees | Committee Chair Fees | Lead Independent Director Stipend ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 90,000 | None | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 (if applicable) | 40,000 (not applicable to Mohtashami) | Paid quarterly; reimbursed reasonable travel; no meeting fees or other perqs for directors |
Performance Compensation
| Fiscal Year | Award Type | Grant Date | Units/Contracts | Grant Date Fair Value ($) | Vesting | Option Term |
|---|---|---|---|---|---|---|
| 2024 | RSUs | Mar 7, 2024 | 1,572 unvested units at FY-end | 119,975 | Vest at next Annual Meeting | — |
| 2024 | Stock Options | Mar 7, 2024 | 6,677 options held at FY-end | 119,977 | Vest at next Annual Meeting | 10 years |
- Director equity mix: Annual equity grant valued at $240,000 ($120,000 RSUs + $120,000 options) for each non‑employee director; no performance metrics tied to director equity; vesting is time‑based through the next Annual Meeting .
- Benchmarking: Equity grant level increased by $10,000 effective Mar 7, 2024 to align closer to market median .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in biography |
| Committee roles elsewhere | Not disclosed |
| Private/non‑profit boards | Not disclosed |
| Potential interlocks | Primary external role is at Russell Reynolds (executive search/leadership advisory); the proxy discloses no related‑party transactions involving Ms. Mohtashami; the only FY2024 related‑party item involved another director’s family member employment reviewed by the Audit & Finance Committee . |
Expertise & Qualifications
- Global strategy and broad healthcare sector expertise; succession orientation and strong team insights; adds age diversity and global perspective to the Board .
- Technical and leadership advisory experience across medtech; education at Cambridge (BA, M.Eng.) and INSEAD (MBA) supports governance and human capital oversight .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (60 days) | RSUs/PSUs Vesting (60 days) | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|---|
| Nanaz Mohtashami | 8,994 | 6,677 | 1,572 | 8,994 (beneficial) | <1% |
- Ownership guidelines: 5× annual cash retainer; expected compliance within five years; unvested RSUs and options do not count toward the guideline .
- Trading policy: Hedging/pledging of Company securities prohibited for directors .
Governance Assessment
- Strengths: Independent director on two key committees (Compensation; Nominating & Corporate Governance), high Board/committee attendance, robust director ownership guidelines, and prohibition on hedging/pledging enhance alignment and oversight . Expected elevation to Compensation Committee Chair signals trust in her human capital and pay governance expertise; committee supported by an independent compensation consultant (Pearl Meyer) and conducts annual risk assessments of compensation programs .
- Shareholder confidence signals: Year‑round investor outreach; say‑on‑pay approval improved to 79% in 2024, with investors supportive of pay‑for‑performance design and transparency—positive for compensation governance continuity .
- Conflicts/related parties: No related‑party transactions disclosed involving Ms. Mohtashami; Audit & Finance Committee reviews and approves any related‑party transactions; the sole FY2024 item involved another director’s family member with compensation assessed as commensurate .
- Watch items: Hologic’s Certificate/Bylaws contain certain supermajority provisions (e.g., 80% votes for non‑Board‑recommended matters and Board size changes). The Board made no voting recommendation on the shareholder proposal to move to simple-majority voting; outcome and subsequent actions merit monitoring for governance evolution .
Overall, Ms. Mohtashami’s committee roles, anticipated leadership on Compensation, and professional background in leadership advisory and succession planning are consistent with strong board effectiveness and human capital oversight, with no apparent conflicts or attendance concerns based on disclosed data .